Tenable (TENB) CFO awarded 141,898 RSUs in new equity compensation grant

Rhea-AI Filing Summary

Brown Matthew Charles reported acquisition or exercise transactions in this Form 4 filing.

Tenable Holdings, Inc. Chief Financial Officer Matthew Charles Brown reported an equity grant of 141,898 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Tenable common stock. The award was reported at a per-unit price of $0.00, reflecting a compensatory grant rather than a market purchase.

According to the vesting terms, 25% of the shares underlying the RSUs vest on February 22, 2027, with the remaining units vesting in equal quarterly installments over three years, subject to his continued service and potential accelerated vesting in specified circumstances. Following the reported transactions, Brown directly holds 18,541 shares of Tenable common stock, separate from the unvested RSUs.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brown Matthew Charles

(Last) (First) (Middle)

C/O TENABLE HOLDINGS, INC.

6100 MERRIWEATHER DRIVE

(Street)

COLUMBIA MD 21044

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [ TENB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								18,541	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/26/2026		A		141,898		(2)	(2)	Common Stock	141,898	$0	141,898	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.

2. 25% of the shares underlying the RSUs vest on February 22, 2027, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.

Remarks:

	/s/ David Bartholomew, Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Tenable (TENB) CFO Matthew Brown report in this Form 4?

Tenable CFO Matthew Brown reported an equity grant of 141,898 restricted stock units. These RSUs are a form of stock-based compensation that convert into common shares over time, subject to vesting conditions and his continued employment with Tenable Holdings, Inc.

How many restricted stock units did the Tenable (TENB) CFO receive?

The Tenable CFO received 141,898 restricted stock units. Each RSU represents a contingent right to receive one share of Tenable common stock, subject to a vesting schedule and continued service requirements described in the Form 4 footnotes.

What is the vesting schedule for Matthew Brown’s RSUs at Tenable (TENB)?

Twenty-five percent of the RSUs vest on February 22, 2027. The remaining units then vest in equal quarterly installments over three years, assuming Matthew Brown remains in continuous service and certain specified circumstances for accelerated vesting do not change.

Are the Tenable (TENB) CFO’s RSUs immediately exercisable or fully owned?

The RSUs are not immediately fully owned; they vest over time. Each RSU gives a contingent right to one Tenable common share, with vesting tied to future dates and Matthew Brown’s continued service with the company, plus potential accelerated vesting in certain situations.

Did the Tenable (TENB) CFO buy or sell common stock in this Form 4?

The Form 4 primarily reports an acquisition of RSUs as a compensation grant, not an open-market stock trade. It also notes that after the reported transactions, Matthew Brown directly holds 18,541 shares of Tenable common stock.

How many Tenable (TENB) common shares does the CFO hold after this filing?

After the reported transactions, the CFO directly holds 18,541 shares of Tenable common stock. This figure is separate from the 141,898 unvested RSUs, which represent contingent rights to receive additional shares as vesting conditions are satisfied over time.